Obligation Deutscher Post AG 1.25% ( XS1388661735 ) en EUR

Société émettrice Deutscher Post AG
Prix sur le marché 100 %  ▲ 
Pays  Allemagne
Code ISIN  XS1388661735 ( en EUR )
Coupon 1.25% par an ( paiement annuel )
Echéance 01/04/2026 - Obligation échue



Prospectus brochure de l'obligation Deutsche Post AG XS1388661735 en EUR 1.25%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Deutsche Post AG est une entreprise de logistique et de services postaux multinationale allemande, offrant des services de courrier, colis, express et fret, ainsi que des solutions e-commerce.

L'Obligation émise par Deutscher Post AG ( Allemagne ) , en EUR, avec le code ISIN XS1388661735, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/04/2026







Base Prospectus
5 May 2021
This document constitutes two base prospectuses for the purposes of article 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"): (i) the base prospectus of Deutsche Post
AG in respect of non-equity securities within the meaning of article 2(c) of the Prospectus Regulation ("Non-Equity Securities") with a
denomination of at least EUR 1,000 and (ii) the base prospectus of Deutsche Post Finance B.V. in respect of Non-Equity Securities with
a denomination of at least EUR 1,000 (together, the "Prospectus").
Deutsche Post AG
(Bonn, Federal Republic of Germany)
as Issuer and, in respect of Notes issued by Deutsche Post Finance B.V., as Guarantor
Deutsche Post Finance B.V.
(Maastricht, The Netherlands)
as Issuer
EUR 8,000,000,000
Debt Issuance Programme
(the "Programme")
This Prospectus has been approved by the Luxembourg Commission de Surveil ance du Secteur Financier (the "CSSF"), as
competent authority under the Regulation (EU) 2017/1129. The CSSF only approves this Prospectus as meeting the standards
of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be
considered as an endorsement of the Issuer or the Guarantor (as the case may be) or of the quality of the Notes that are the
subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application has been made to list notes issued under the Programme (the "Notes") on the official list of the Luxembourg Stock
Exchange and to trade Notes on the regulated market "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated
market (the "Regulated Market") is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament
and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/ EC and Directive
2011/61/EU ("MiFID II"). Notes issued under the Programme may also be listed on an alternative stock exchange or may not be
listed at al .
Each Issuer has requested the CSSF in its capacity as competent authority under the Prospectus Regulation and the
Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juil et 2019 relative aux prospectus pour
valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129 - the "Luxembourg Law") to provide the competent
authorities in the Federal Republic of Germany ("Germany"), the Republic of Austria and The Netherlands with a certificate of
approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation ("Notification"). Each
Issuer may request the CSSF to provide competent authorities in additional Member States within the European Economic Area
("EEA") with a Notification.
By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the transactions
under the Programme and the quality or solvency of the Issuers in line with the provisions of article 6 (4) of the Luxembourg
Law.
Arranger
Deutsche Bank
Dealers
BofA Securities
Commerzbank
Deutsche Bank
HSBC
Morgan Stanley
This Prospectus wil be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) as well
as on the website of Deutsche Post DHL Group (www.dpdhl.com). It replaces the base prospectus of the Issuers relating to the
Programme dated 12 May 2020.This Prospectus is valid for a period of twelve months from the date of its approval. The validity
ends upon expiration of 5 May 2022.


Base Prospectus
5 May 2021
The obligation to supplement this Prospectus in accordance with article 23 of the Prospectus Regulation in the event of a
significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer valid.


RESPONSIBILITY STATEMENT
Deutsche Post AG ("Deutsche Post", "Deutsche Post AG" or the "Guarantor", together with its consolidated
group companies, "Deutsche Post DHL Group") with its registered office in Bonn, Federal Republic of
Germany and Deutsche Post Finance B.V. ("Deutsche Post Finance") with its registered office in Maastricht,
The Netherlands (herein each also called an "Issuer" and together the "Issuers") accept responsibility for the
information given in this Prospectus and for the information which will be contained in the Final Terms (as
defined herein).
Each Issuer hereby declares that, to the best of its knowledge, having taken all reasonable care to ensure that
such is the case, the information contained in this Prospectus for which it is responsible is in accordance with
the facts and this Prospectus makes no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
documents incorporated herein by reference and, in relation to any tranche of Notes (each a "Tranche"),
together with the relevant final terms (the "Final Terms"). Full information on the Issuers and any Tranche is
only available on the basis of the combination of the Prospectus, any supplement to the Prospectus and the
relevant Final Terms.
Each Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains all information with
regard to the Issuers and the Notes which is material in the context of the Programme and the issue and
offering of Notes thereunder; that the information contained herein with respect to the Issuers and the Notes is
accurate and complete in all material respects and is not misleading; that any opinions and intentions
expressed herein are honestly held and based on reasonable assumptions; that there are no other facts with
respect to the Issuers or the Notes, the omission of which would make this Prospectus as a whole or any of
such information or the expression of any such opinions or intentions misleading; that the Issuers have made al
reasonable enquiries to ascertain all facts material for the purposes aforesaid.
This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their respective
dates of issue. The delivery of this Prospectus, any supplement thereto, or any Final Terms and the offering,
sale or delivery of any Notes may not be taken as an implication that the information contained in such
documents is accurate and complete subsequent to their respective dates of issue or that there has been no
adverse change in the financial situation of the Issuers since such date or that any other information supplied in
connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The Issuers and the Guarantor have undertaken with the Dealers to supplement this Prospectus in accordance
with the Prospectus Regulation or publish a new prospectus in the event of any significant new factor, material
mistake or material inaccuracy relating to the information included in this Prospectus in respect of Notes issued
on the basis of this Prospectus which is capable of affecting the assessment of the Notes and which arises or is
noted between the time when this Prospectus has been approved and the closing of any Tranche offered to the
public or, as the case may be, when trading of any Tranche of Notes on a regulated market begins in respect of
Notes issued on the basis of this Prospectus.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Programme or any information supplied by any
Issuer or any other information in the public domain and, if given or made, such information must not be relied
upon as having been authorised by the Issuers, the Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the Issuers
and the Guarantor, is responsible for the information contained in this Prospectus or any supplement hereto, or
any Final Terms or any document incorporated herein by reference, and accordingly, and to the extent
permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the
accuracy and completeness of the information contained in any of these documents.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come
are required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America ("USA"), in the EEA, the United Kingdom ("UK") and Japan; see
"Selling Restrictions". In particular, the Notes have not been and will not be registered under the United States
- 3 -


Securities Act of 1933, as amended (the "Securities Act"), and include Notes in bearer form that are subject to
tax law requirements of the United States of America; subject to certain exceptions, Notes may not be offered,
sold or delivered within the United States of America or to United States persons.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET ­ The Final Terms in respect of any Notes may
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "Distributor") should take into consideration the target market
assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID II Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID II
Product Governance Rules. None of Deutsche Post and Deutsche Post Finance is a manufacturer or Distributor
for the purposes of the MiFID II Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET ­ The Final Terms in respect of any Notes may
include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "UK Distributor") should take into consideration the target
market assessment; however, a UK Distributor subject to the UK Financial Conduct Authority ("FCA")
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the UK MIFIR Product Governance Rules. None of Deutsche Post and Deutsche Post Finance is a
manufacturer or UK Distributor for the purposes of the UK MIFIR Product Governance Rules.
PRIIPS REGULATION / EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Notes include a
legend entitled "Prohibition of Sales to EEA Retail Investors", the relevant Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of article 4(1) of MiFID II or (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of article 4(1) of MiFID II; or (i i) not a qualified investor as defined in
the Prospectus Regulation. If the above mentioned legend is included in the relevant Final Terms, no key
information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS REGULATION ­ UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes includes a
legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000, as amended ("FSMA") and any rules or regulations made under the
FSMA to implement the Directive (EU) 2016/97, where that customer would not qualify as a professional client,
as defined in point (8) of article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK law by virtue of the
EUWA. If the above mentioned legend is included in the relevant Final Terms, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of UK law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
- 4 -


The language of the Prospectus is English. Any part of this Prospectus in the German language constitutes a
translation. In respect of the issue of any Tranche of Notes under the Programme, the German text of the terms
and conditions (the "Terms and Conditions") may be controlling and binding if so specified in the relevant Final
Terms. In respect of the German law governed guarantee (the "Guarantee") (including the negative pledge
contained therein) the German language version is always controlling and binding.
This Prospectus may only be used for the purpose for which it has been published.
This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom
it is unlawful to make such an offer or solicitation.
This Prospectus, any supplement thereto and any Final Terms do not constitute an offer or an invitation
to subscribe for or purchase any Notes.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if
any) named as stabilisation manager(s) (or persons acting on behalf of any stabilisation manager(s)) in
the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the
market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of the Notes is made
and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the Issue
Date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche
of Notes. Any stabilisation action or over-allotment must be conducted by the relevant stabilisation
manager(s) (or persons acting on behalf of any stabilisation manager(s)) in accordance with all
applicable laws and rules.
The Final Terms in respect of any Notes offered on the basis of this Prospectus may specify that interest
amounts payable under the relevant Notes may be calculated by reference to EURIBOR, which as at the date
of this Prospectus is provided by the European Money Markets Institute ("EMMI"). EMMI appears on the
register of administrators and benchmarks established and maintained by the European Securities and Markets
Authority pursuant to article 36 of the Regulation (EU) 2016/1011 of the European Parliament and of the
Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to
measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and
Regulation (EU) No 596/2014 (the "Benchmarks Regulation"). The registration status of any administrator
under the Benchmarks Regulation is a matter of public record and save where required by applicable law the
Issuers do not intend to update relevant Final Terms to reflect any change in the registration status of
administrator. The registration status of any administrator under the Benchmarks Regulation is a matter of
public record and save where required by applicable law the Issuers do not intend to include in the relevant
Final Terms any information on the registration status of any administrator.
In this Prospectus, all references to "EUR" or "Euro" are to the currency introduced at the start of the third stage
of the European economic and monetary union, and defined in article 2 of Council Regulation (EC) No 974/98
of 3 May 1998 on the introduction of the Euro, as amended. "USD" refers to the lawful currency of the USA.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating and the respective
rating agency wil be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold
Notes and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
To the extent not otherwise indicated, the information contained in this Prospectus on the market environment,
market developments, growth rates, market trends and competition in the markets in which Deutsche Post DHL
Group operates is taken from publicly available sources, including, but not limited to, third-party studies or
Deutsche Post DHL Group's own estimates that are also primarily based on data or figures from publicly
available sources. The information from third-party sources that is cited here has been reproduced accurately.
As far as the Issuers are aware and are able to ascertain from information published by such third-party, no
facts have been omitted which would render the reproduced information published inaccurate or misleading.
This Prospectus also contains estimates of market data and information derived from these estimates that
would not be available from publications issued by market research firms or from any other independent
sources. This information is based on Deutsche Post DHL Group's internal estimates and, as such, may differ
from the estimates made by Deutsche Post DHL Group's competitors or from data collected in the future by
market research firms or other independent sources. To the extent the Issuers derived or summarised the
market information contained in this Prospectus from a number of different studies, an individual study is not
cited unless the respective information can be taken from it directly.
- 5 -


The Issuers have not independently verified the market data and other information on which third parties have
based their studies or the external sources on which the Issuers' own estimates are based. Therefore, the
Issuers assume no responsibility for the accuracy of the information on the market environment, market
developments, growth rates, market trends and competitive situation presented in this Prospectus from third-
party studies or the accuracy of the information on which the Issuers' own estimates are based. Any statements
regarding the market environment, market developments, growth rates, market trends and competitive situation
presented in this Prospectus regarding Deutsche Post DHL Group and its operating divisions contained in this
Prospectus are based on its own estimates and/or analysis unless other sources are specified.
The information on any website included in this Prospectus, except for the website www.bourse.lu in the context
of the documents incorporated by reference, do not form part of this Prospectus and has not been scrutinised or
approved by the CSSF.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by
the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Prospectus containing information on future earning capacity, plans
and expectations regarding Deutsche Post DHL Group's business and management, its growth and profitability,
and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuers make to the best of their present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including Deutsche Post DHL Group's financial
condition and results of operations, to differ materially from and be worse than results that have expressly or
implicitly been assumed or described in these forward-looking statements. Deutsche Post DHL Group's
business is also subject to a number of risks and uncertainties that could cause a forward-looking statement,
estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to
read the following sections of this Prospectus: "Risk Factors", "Deutsche Post AG ­ Issuer and Guarantor ­"
and "Deutsche Post Finance ­ Issuer ­". These sections include more detailed descriptions of factors that might
have an impact on Deutsche Post DHL Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur.
In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.
ALTERNATIVE PERFORMANCE MEASURES
This Prospectus contains certain alternative performance measures ("APMs") which are not recognised
financial measures under the International Financial Reporting Standards as adopted by the European Union
("IFRS"). Such APMs must be considered only in addition to, and not as a substitute for or superior to, financial
information prepared in accordance with IFRS included elsewhere in this Prospectus. Investors are cautioned
not to place undue reliance on these APMs and are also advised to review them in conjunction with the financial
statements of the Issuers including the related notes.
- 6 -


TABLE OF CONTENTS
General Description of the Programme ................................................................................................................. 8
Risk Factors ......................................................................................................................................................... 10
Deutsche Post AG ­ Issuer and Guarantor ­ ..................................................................................................... 24
Deutsche Post Finance ­ Issuer ­ ...................................................................................................................... 44
Terms and Conditions of the Notes ..................................................................................................................... 48
Guarantee and Negative Pledge (English language version) ............................................................................ 127
Guarantee and Negative Pledge (German language version)........................................................................... 131
Form of Final Terms .......................................................................................................................................... 135
Use of Proceeds ................................................................................................................................................ 158
Taxation Warning............................................................................................................................................... 159
Subscription and Sale ........................................................................................................................................ 160
General Information ........................................................................................................................................... 166
Documents Incorporated by Reference ............................................................................................................. 168
Names and Addresses ...................................................................................................................................... 170
- 7 -


GENERAL DESCRIPTION OF THE PROGRAMME
Under this EUR 8,000,000,000 Debt Issuance Programme, the relevant Issuer may from time to time issue
Notes to one or more of the following dealers: BofA Securities Europe SA, Commerzbank Aktiengesel schaft,
Deutsche Bank Aktiengesellschaft, HSBC Continental Europe and Morgan Stanley Europe SE any additional
dealer appointed under the Programme from time to time by the Issuer(s), which appointment may be for a
specific issue or on an ongoing basis (together, the "Dealers").
Deutsche Bank Aktiengesel schaft acts as arranger in respect of the Programme (the "Arranger"). The
maximum aggregate principal amount of the Notes from time to time outstanding under the Programme will not
exceed EUR 8,000,000,000 (or nearly equivalent in another currency). The relevant Issuer may increase the
amount of the Programme in accordance with the terms of the Dealer Agreement (as defined herein) from time
to time. Notes will be issued on a continuous basis in Tranches, each Tranche consisting of Notes which are
identical in all respects. One or more Tranches, which are expressed to be consolidated and forming a single
series and are identical in all respects, but which may have different issue dates, interest commencement
dates, issue prices and dates for first interest payments may form a series ("Series") of Notes. Further Notes
may be issued as part of existing Series. Notes wil be issued in such denominations as may be agreed
between the relevant Issuer and the relevant Dealer(s) and as indicated in the applicable Final Terms save that
the minimum denomination of the Notes will be, if in euro, EUR 1,000, and, if in any currency other than euro,
an amount in such other currency at least to EUR 1,000 at the time of the issue of Notes. Subject to any
applicable legal or regulatory restrictions, and requirements of relevant central banks, Notes may be issued in
euro or any other currency. The specific terms of each Tranche will be set forth in the applicable Final Terms.
The Final Terms of Notes listed on the official list of the Luxembourg Stock Exchange or publicly offered in the
Grand Duchy of Luxembourg will be displayed on the website of the Luxembourg Stock Exchange
(www.bourse.lu). In the case of Notes listed on any other stock exchange or publicly offered in one or more
Member States of the EEA (other than the Grand Duchy of Luxembourg) or in the UK, the Final Terms wil be
displayed on the website of Deutsche Post DHL Group (www.dpdhl.com).
The Notes are freely transferable in accordance with the rules and regulations of the relevant clearing system
and will be issued with a term to maturity of 1 year at a minimum and 30 years at a maximum. They may be
offered to qualified and non-qualified investors.
Notes may be issued at an issue price which is at par or at a discount to, or premium over, par, as stated in the
applicable Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the
basis of a yield which will be determined on the basis of the orders of the investors which are received by the
Dealers during the offer period. Orders will specify a minimum yield and may only be confirmed at or above
such yield. The resulting yield will be used to determine an issue price, al to correspond to the yield.
The yield for Notes with fixed interest rates will be calculated on the basis of the International Capital Market
Association ("ICMA") method, which determines the effective interest rate of notes taking into account accrued
interest on a daily basis.
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange and to admit
Notes to trading on the Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg". The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of MiFID II. However,
Notes may also be issued under the Programme which are listed on a stock exchange other than the
Luxembourg Stock Exchange or which are not listed on any stock exchange.
Issue Procedures
General
The relevant Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each
particular Tranche of Notes (the "Conditions"). The Conditions will be constituted by the relevant set of Terms
and Conditions of the Notes set forth below as further specified by the provisions of the Final Terms as set out
below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms
provide for the relevant Issuer to choose among the following Options:
Option I ­ Terms and Conditions for Notes with fixed interest rates; and
- 8 -


Option II ­ Terms and Conditions for Notes with floating interest rates.
Documentation of the Conditions
The relevant Issuer may document the Conditions of an individual issue of Notes in either of the fol owing ways:
-
The Final Terms shall be completed as set out therein. The Final Terms shall determine which of Option I
or Option II, including certain further options contained therein, respectively, shall be applicable to the
individual issue of Notes by replicating the relevant provisions and completing the relevant placeholders
of the relevant set of Terms and Conditions as set out in the Prospectus in the Final Terms. The
replicated and completed provisions of the set of Terms and Conditions shal constitute the Conditions,
which will be attached to each global note representing the Notes of the relevant Tranche. This type of
documentation of the Conditions will be used where the Notes are publicly offered, in whole or in part, or
are to be initially distributed, in whole or in part, to non-qualified investors.
-
Alternatively, the Final Terms shall determine which of Option I or Option II and of the respective further
options contained in each of Option I or Option II are applicable to the individual issue by only referring to
the specific sections of the relevant set of Terms and Conditions as set out in the Prospectus. The Final
Terms will specify that the provisions of the Final Terms and the relevant set of Terms and Conditions as
set out in the Prospectus, taken together, shall constitute the Conditions. Each global note representing a
particular Tranche of Notes will have the Final Terms and the relevant set of Terms and Conditions as set
out in the Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shall determine which of Option I or Option II shall be applicable to the individual issue of
Notes. Each of the sets of Terms and Conditions of Option I or Option II also contains certain further options
(characterised by indicating the optional provision through instructions and explanatory notes set out either on
the left of or in the square brackets within the text of the relevant set of Terms and Conditions as set out in the
Prospectus) as wel as placeholders (characterised by square brackets which include the relevant items) which
will be determined by the Final Terms as follows:
Determination of Options
The relevant Issuer will determine which options will be applicable to the individual issue either by replicating
the relevant provisions in the Final Terms or by reference of the Final Terms to the sections of the relevant set
of Terms and Conditions as set out in the Prospectus. If the Final Terms do not replicate or refer to an
alternative or optional provision it shall be deemed to be deleted from the Conditions.
Completion of Placeholders
The Final Terms will specify the information with which the placeholders in the relevant set of Terms and
Conditions will be completed. In case the provisions of the Final Terms and the relevant set of Terms and
Conditions, taken together, shall constitute the Conditions the relevant set of Terms and Conditions shall be
deemed to be completed by the information contained in the Final Terms as if such information were inserted in
the placeholders of such provisions. In that case, all instructions and explanatory notes and text set out in
square brackets in the relevant set of Terms and Conditions and any footnotes and explanatory text in the Final
Terms will be deemed to be deleted from the Conditions.
Controlling Language
As to controlling language of the respective Conditions, the following applies:
-
In the case of Notes (i) publicly offered, in whole or in part, in the Federal Republic of Germany, or
(ii) initially distributed, in whole or in part, to non-qualified investors in the Federal Republic of Germany,
German will be the controlling language. If, in the event of such public offer or distribution to non-qualified
investors, however, English is chosen as the control ing language, a German language translation of the
Conditions will be available from the principal offices of the Fiscal Agent and the relevant Issuer as
specified on the back of this Prospectus.
-
In other cases the relevant Issuer will elect either German or English to be the controlling language.
- 9 -


RISK FACTORS
The following is a disclosure of risk factors that may affect the ability of Deutsche Post AG and
Deutsche Post Finance B.V. to fulfil their respective obligations under the Guarantee and the Notes and
that are material to the Notes issued under the Programme in order to assess the market risk
associated with these Notes.
Before deciding to purchase Notes issued under the Programme, prospective investors should
carefully review and consider the following risk factors and the other information contained in this
Prospectus (including any documents incorporated by reference) or any supplement to this Prospectus
and consult with their own professional advisers (including their financial, accounting, legal and tax
advisers) if they consider it necessary or appropriate. In addition, investors should be aware that the
risks described may combine and thus intensify one another. Investors may lose the value of their
entire investment or part of it in the event one or more of the risks regarding the Issuers described
below materialises. The following risk factors are organized in categories depending on their respective
nature. In each category the most material risk factors, based on the Issuers' current view on the
probability of their occurrence and the expected magnitude of their potential negative impact, are
mentioned first.
Investing in the Notes could involve additional risks and uncertainties of which Deutsche Post AG and
Deutsche Post Finance B.V. are not presently aware or which Deutsche Post AG and Deutsche Post
Finance B.V. may currently not consider material on the basis of their regular risk assessments, and
which could also affect the business operations of Deutsche Post DHL Group and adversely affect
Deutsche Post and Deutsche Post DHL Group's business activities and financial condition and results
of operations and the ability of Deutsche Post AG and Deutsche Post Finance B.V. to fulfil their
respective obligations under the Guarantee and the Notes. The risks to which the business of Deutsche
Post DHL Group is exposed may result in inaccuracies in risk assessments or other forward-looking
statements.
Words and expressions defined in the section "Terms and Conditions" shall have the same meanings
in this section of the Prospectus.
RISK FACTORS REGARDING DEUTSCHE POST AND DEUTSCHE POST DHL GROUP
I. Industry Related Risks
The mail and logistics industry is in general susceptible to changing economic developments and
instability. A weak economy and prolonged instability generally may result in a decline in the demand
for mail and logistics services.
Deutsche Post DHL Group is dependent on the economic environment, sector-specific conditions in the
logistics and transport industry and cyclical trends in the world economy and may be adversely affected by any
downturn in regional or worldwide economies, market crises as well as prolonged periods of instability. There is
a strong correlation between economic development and trade flows and, consequently, economic downturns
and phases of prolonged instability often coincide with a decline in trade volumes and therefore transportation
quantities. A weak economy and prolonged instability, in particular in countries or regions in which Deutsche
Post DHL Group currently generates a significant portion of its revenues, may generally result in a stagnation
of, or decline in, the demand for mail and logistics services which could adversely affect Deutsche Post DHL
Group's business. Particularly Deutsche Post DHL Group's express and global forwarding/freight business is
cyclical and highly sensitive to fluctuations of trade flows.
Due to the rapid and still ongoing spread of the coronavirus, the global economy experienced and continues to
experience a significant downturn. This downturn's magnitude as well as its duration is and will continue to be
highly dependent on the abilities of governments to implement measures that effectively contain or stem the
outbreak and the effectiveness of mitigation measures like temporary economic aid and stimulus actions.
Negative effects may be exacerbated the longer the COVID-19 pandemic lasts. Since the start of the global
spread of the coronavirus, the five business divisions of Deutsche Post DHL Group and the activities in different
regions have been affected differently. For example, global economic restrictions in certain sectors serviced by
the Deutsche Post DHL Group's Supply Chain division resulted in significant revenue losses and a decline in
earnings for the financial year 2020 to below the prior-year level. Although the financial year 2020 of Deutsche
Post DHL Group developed more favourably than expected, it cannot be ruled out that the worsening of the
- 10 -